VOTING AGREEMENT
Voting
Agreement (the “
Agreement ”)
dated as of March 31, 2008, by and among Legend Media, Inc., a
Nevada corporation (the “
Company ”), ARC
Investment Partners LLC, Tapirdo Enterprises LLC, Loeb Enterprises
II LLC, Jeffrey Dash, Aries Equity Corp. and Nalp Capital
LLC (together, the "
Majority Shareholders "),
and Maoming China Fund, a limited partnership (the "
Purchaser ").
The Company, the Majority Shareholders and the Purchaser are
sometimes collectively referred to herein as the “
Parties .”
A.
The
Company and the Purchaser are parties to a Securities Purchase
Agreement, dated as of March 31, 2008 (the "
Purchase Agreement "),
whereby the Purchaser has agreed to purchase 1,250,000
shares
of the Company's Series A Preferred Stock, par value $0.001 per
share ("
Preferred Stock "),
and 600,000 warrants ("
Warrants ")
to purchase shares of the Company's Common Stock, par value $0.001
per share ("
Common Stock "),
at the First Closing, and 833,333 shares of Preferred Stock and
400,000 Warrants at the Second Closing.
B.
The
execution of this Agreement by the Parties is a condition
precedent to the obligations of the Company and the Purchaser
pursuant to the Purchase Agreement.
C.
The
Majority Shareholders will derive a substantial benefit upon
the consummation and performance of the Purchase Agreement by
the Company and the Purchaser.
D.
Capitalized
terms used but not defined herein shall have the meanings
assigned to such terms in the Purchase Agreement.
NOW,
THEREFORE, in consideration of the foregoing premises and the
mutual covenants and agreements contained herein and for other
good and valuable consideration, the receipt of which are
hereby acknowledged, the Parties hereto hereby agree as
follows:
1.
Election to the Company's
Board of Directors
.
(a)
Upon the
First Closing and for so long as the Purchaser owns Preferred Stock
(or, after their conversion, Common Stock) representing at least 5%
of the outstanding Common Stock of the Company (on a fully-diluted
basis), the Majority Shareholders each agree to vote their shares
of Common Stock of the Company over which they have voting control
and to take all other necessary actions within their control
(whether as a shareholder, director or officer of the Company or
otherwise, and including without limitation attendance at meetings
in person or by proxy for purposes of obtaining a quorum and
execution of written consents in
lieu of meetings), and the Company shall take all necessary actions
within its control (including, without limitation, calling annual
and special board and shareholder meetings), so that
one individual designated by the Purchaser (the "
Purchaser Designee
") shall be elected to the board of directors of the Company (the
"
Board of Directors
")
.
(b)
I
f the Purchaser fails to designate the Purchaser Designee pursuant
to Section 1(a)
or
if the director designated by the Purchaser resigns or otherwise is
no longer serving on the Board of Directors, such directorship
shall remain vacant until the Purchaser designates an individual to
serve on the Board of Directors.
(c)
The Purchaser shall be entitled to remove the Purchaser Designee
from the Board of Directors and shall be entitled to designate a
new Purchaser Designee to fill such vacancy.
The Majority Shareholders acknowledge and agree that the Purchaser
Designee shall only be removed with the prior written consent (or
affirmative vote) of the Purchaser.
(d)
To the extent that any provision of the Company's Articles of
Incorporation, as amended from time to time (the "
Articles of Incorporation
"), or Bylaws is inconsistent with the provisions of this
Agreement, the Purchaser, the Company and the Majority Shareholders
agree to take all actions necessary to effect such amendments to
the Articles of Incorporation or Bylaws as may be necessary and
appropriate to give full effect to the provisions of this
Agreement.
2.
No Liability for Election of Purchaser Designee
.
None of the Company, the Majority Shareholders or any officer,
director, shareholder, partner, employee or agent of such Party,
makes any representation or warranty as to the fitness or
competence (or will have any liability for the election) of the
Purchaser Designee to serve on the Board of Directors of the
Company by virtue of such Party’s execution of this Agreement
or by the act of such Party in voting for such Purchaser Designee
pursuant to this Agreement.
3.
Grant of Proxy .
Should the provisions of this Agreement be construed to constitute
the granting of proxies, such proxies shall be deemed coupled with
an interest and are irrevocable for the term of this
Agreement.
4.
Specific Enforcement .
The parties acknowledge and agree that money damages are not
an
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